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REPORT International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICEOctober 3-4, 2019—NAPLES, Italy Published by Virtus Interpress

Transcript of International Conference - Virtus Inter Press...environmental and social (E&S) incidents on...

Page 1: International Conference - Virtus Inter Press...environmental and social (E&S) incidents on corporate equity raisings via seasoned equity offerings (SEO). Chloe Ho, Eliza Wu and Jing

REPORT

International Conference

“NEW CHALLENGES IN CORPORATE

GOVERNANCE:

THEORY AND PRACTICE”

October 3-4, 2019—NAPLES, Italy

Published by Virtus Interpress

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International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

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International conference "NEW CHALLENGES IN

CORPORATE GOVERNANCE: THEORY AND

PRACTICE" took place in Naples on October 3-4, 2019

with the joint organisational participation of The

University of ‚Parthenope‛, Sapienza University of

Rome, Virtus Global Center for Corporate Governance

and the publishing house ‚Virtus Interpress‛. The

conference was also supported by Morrow Sodali (the

leading business consultancy firm) and Pianoforte

Group (Carpisa). The aim of the conference was to move

the field closer to a global theory by advancing

understanding of corporate governance, which combines

insights from the literature on firm governance bundles

with insights from the national governance systems

literature, investigating new perspectives and challenges for corporate governance and outlining possible

scenarios of its development. Key focus of the event was on accounting systems, disclosure and transparency

issues, board of directors practices and performance, corporate governance in family firms and financial

institutions, corporate social responsibility and compliance, corporate ownership and control, directors’ duties

and liabilities, earnings quality environmental social governance disclosure, IT governance and blockchain

technology, laws, regulations and corruption, shareholder right directive and effects on corporate governance

processes, social norms and cultural values, earnings

management, dividend policy, etc.

The conference took place in one of the most

picturesque cities in the world at Villa Doria d’Angri.

About 80 experts from America, Europe, Asia, Africa

and Oceania gathered at the conference venue to discuss

relevant issues of corporate governance, ownership and

control, share their most recent research and come up

with the solutions of the existing academic and practical

problems.

The conference started with welcome and opening

remarks of the conference hosts and organizing

committee: Prof. Salvatore Esposito De Falco, the

conference co-chair, University of Rome – La Sapienza,

Italy; Prof. Federico Alvino, the conference co-chair, University of Naples ‚Parthenope‛, Italy; Marco

Esposito, University of Naples ‚Parthenope‛, Italy; Prof. Alex Kostyuk, the co-chair of the conference, Virtus

GCCG, Ukraine. The committee stated that this corporate governance conference became a good starting point

for young researchers. Speakers greeted the participants and wished them efficient work expecting that

everyone would contribute to the discussion of important issues, and this conference would strengthen the

existing network of experts.

The floor was given to the keynote speaker of the

first day of the conference. Sibel Yamak, Professor of

Management, University of Wolverhampton Business

School, the U.K., in her speech titled ‚Sustainability and

corporate governance‛ stressed that there is a need to

identify the forces leading to and constraining

sustainable corporate governance. The initiatives of

business and society influence new paradigms of

director’s duty in relation to sustainability, diving as an

example the activities of World Business Council for

Sustainable Development and the carbon disclosure

project. In professor’s opinion going beyond Agency

Theory and embracing a wider variety of perspectives

including the critical theory may help better assess the

Plenary: Opening remarks

Conference co-chairs

Keynote speaker: Prof. Sibel Yamak

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International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

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existing domination and its underlying forces in the

relationship between the organisations and the society.

According to Prof. Sibel Yamak, this may certainly

enlighten understanding of sustainable governance.

As it was announced previously, sponsors of the

international conference have prepared two paper

awards for the conference participants: an award for young

researchers (under 35) sponsored by Morrow Sodali

(500 EUR prize) and best paper of the conference award (no

age limit) funded by Virtus Interpress (500 USD prize).

The awards were given to the studies which were

selected by the conference committee among the

presented papers. The nominees were evaluated with the

blind peer review system.

Best Paper under 35 Morrow Sodali Award went to the

paper ‚The relationship between minority directors and

earnings management: An empirical analysis in the Italian institutional setting‛ authored by Pietro Fera,

Nicola Moscariello, Michele Pizzo and Giorgio Ricciardi. The authors examine the relationship between

minority directors and the magnitude of abnormal accruals within the Italian listed companies over the period

2012-2017. Specifically, this paper analyses the Italian

context since it offers a unique setting as it is the only

country that, roughly a decade ago, introduced the slate

voting system that aids the appointment of directors

proposed by minority shareholders or, more generally,

by non-controlling shareholders.

Virtus Interpress Best Paper of the Conference Award

went to Chloe Ho, Eliza Wu and Jing Yu with the paper

‚Negative CSR events and demand for new equity

issues: An international study‛. In this study, the authors

investigate the impact of firms’ Corporate Social

Responsibility (CSR) in the form of negative

environmental and social (E&S) incidents on corporate

equity raisings via seasoned equity offerings (SEO).

Chloe Ho, Eliza Wu and Jing Yu study a global firm

sample drawn from 21 countries over the period from 2009-2017 to take into account cross-country variations

in CSR performance. This paper extends the long-standing literature that investigates the equity value

relevance of CSR activities.

After the plenary session and the networking break, the conference continued in four parallel sessions

devoted to various issues of corporate governance. The

first parallel session titled ‚Corporate board: Theory and

practices‛ was chaired by Prof. Eric Pichet, Kedge

Business School, France. The first speaker Prof. Sven-

Olof Yrjö Collin from Free University of Scania (Sweden)

& Kharkiv University of Humanities ‘People’s Ukrainian

Academy’ (Ukraine) talked about independent directors

in Sweden and their influence on earnings through

accounting and cash flow management. The research

explores the relationship between director independence

and monitoring in AM and CFM domains. The empirical

results indicate that the share of independent directors is

positively correlated with AM and negatively with CFM

and remain consistent against several robustness checks.

The theory suggested by the authors and empirical results

Prof. Salvatore Esposito De Falco and the winners of the Best Paper under 35 Morrow Sodali Award— Pietro Fera and

Giorgio Ricciardi

Prof. Alex Kostyuk and the one of the winners of Virtus Interpress Best Paper of the Conference Award— Eliza Wu

Prof. Sven-Olof Yrjö Collin presenting his report

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International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

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put into question the generally accepted notion that AM

is an indicator of opportunism. It could be suggested, on

the contrary, that the positive correlation with AM could

be an indicator of directors’ performing their fiduciary

duty of reducing information asymmetry.

The next presentation was delivered by Silvia

Sergiacomi, Niccolò Cusano University of Rome (Italy)

and Francesco Mercuri, University of Rome – La

Sapienza (Italy) who reviewed the main organisational

theories identifying the significant roles of the board of

directors in order to analyse how the board composition

influences both CSR activity and disclosure. The study

aims to contribute to the debate on CSR by providing

insights for future research.

Guadalupe del Carmen Briano Turrent from Universidad Autónoma de San Luis Potosí (Mexico)

presented her research that investigates the effect of

female participation on the board on ethical behaviour in

Latin America. The study has practical implications for

policymakers, companies and boards since our findings

show that firms with women on their boards tend to be

more ethically responsible, suggesting the necessity to

increase their representation on the private sector.

Further on Aditi Gupta representing King’s College

London (the U.K.) studied the role of the media in

executive pay in the U.K. To analyse the impact of media

coverage on executive compensation the researcher used

a large sample of FTSE All-Share companies between

2002 and 2013. Based upon the results gained it was

concluded that the media acts as an effective watchdog in

reporting excess pay but does not act as an effective governance mechanism in curbing it.

The first part of the session was ended with the report titled ‚Gender diversity in sport governance: A

portrait of Italy‛ presented by Prof. Luisa Varriale from

University of Naples ‚Parthenope‛, Italy. This

exploratory study aimed to investigate the Italian sport

context providing a brief portrayal of this country

outlining the still existing gap also through a description

of the current situation of women in leadership positions,

above all in corporate boards, in the Italian sport setting.

Prof. Varriale believed that this research could contribute

to understand the allocation governance in Italian sport

Governance and could activate larger debates about

implementing gender quotas in sport governance. The

scholars suggested adopting measures and initiatives in

order to promote cultural change in the roles of men and

women in society and to balance out women’s under-

representation in sport governance.

The session afternoon part was chaired by Dr. Gabriella D’Amore (University of Naples ‚Parthenope‛,

Italy) and began with the presentation delivered by Prof. Eric Pichet, Kedge Business School (France). Prof.

Pichet talked about duties of independent directors in listed companies in 2019. The paper contained a short

review of the progress over the past 30 years in the governance of listed companies, manifested in the

increasing board members’ professionalisation and the growing collegiality resulting from boards’ collective

intelligence. The focus was made on the specific role of the Audit Committee and the particular duties of its

members.

Presenter: Aditi Gupta

Silvia Sergiacomi

Prof. Luisa Varriale presenting her report

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October 3-4, 2019, Naples, Italy

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Prof. Eugenio D’Angelo from Pegaso Online

University (Italy) presented his report titled ‚Corporate

governance and corporate social and environmental

performance: Does financial slack have a moderating role?

Evidence from the food industry‛. The researcher stated

that the relation between CG and CSR engagement had

been widely investigated however, there was a lack in

previous studies concerning how the mentioned pillars

influence each in the food industry. This empirical

research has the purpose to shed more light on the

relation between ESG pillars in this specific setting.

The following presentation was made by Dr. Tariq

Tawfeeq Yousif Alabdullah, University of Basrah (Iraq).

The aim of this study is to explore the link of board

characteristics as a feature of corporate governance

perspective and firm financial performance. This empirical study focuses on non-financial listed firms

covering 65 industrial ones of the Jordanian non-financial sector.

The scientist from University of Salento (Italy),

Andrea Vacca, investigated the role of a different

composition of board of directors on firm’s performance.

The study is based on the analysis of 149 Italian listed

firms over the 2011-2017 period. The results of the study

showed that gender diversity, independent directors and

CEO gender are associated positively respectively with

ROE, ROA and TobinQ, while size board is negatively

associated with ROE and TobinQ.

The representative from Belgium, Abigail Levrau

(Ghent University; The Belgian Governance and Directors

Institute – GUBERNA), delivered her report on board

dynamics and directors’ personality. The research

addresses one specific antecedent of directors’ behaviour,

namely personality. The findings also suggest that

personality characteristics may matter when studying

group polarization within a board setting, the influence of minority directors, and the role of the board

chair. The study sheds some light on the complex and

intertwined outcome of individual-level attributes and

group-level activities being key in creating effective

boards.

The final presentation was delivered by Prof. Flaviano

Moscarini and Federica Ricci, University of Rome – La

Sapienza, Italy. The paper reviews and critically evaluates

the extant academic research employing the concept of

board capital, which was introduced earlier, in order to

explain the antecedents of effective board functioning and

the resulting impact on firm performance. This research

also highlights the need for qualitative studies examining

the actual process of board monitoring and advising on

strategic issues. Additionally, findings revealed a scarcity

of empirical studies addressing certain national contexts,

including Italy.

The second parallel session ‚Corporate Governance: Regular issues‛ was led by Prof. Nicola Cucari from

University of Rome – La Sapienza (Italy). The session was opened by Prof. Paola Briganti (University of

Naples ‚Parthenope‛, Italy). In this explorative study the scholar investigated the status quo of gender

diversity within Italian companies, focusing the attention on the relationship between gender diversity within

Dr. Tariq Tawfeeq Yousif Alabdullah

Participants of the first parallel session

Abigail Levrau presenting her report

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corporate boards and the corporate performance of Italian

companies.

Then the floor was given to Prof. Nicola Cucari and

Prof. Salvatore Esposito De Falco (University of Rome –

La Sapienza, Italy). In the research a question arises

whether the effectiveness of public intervention for

funding development and business innovation could be

influenced by the differences in the various socio-political

and institutional contexts in which they are applied. The

aim of the paper is to analyse the motivations of public

grants policies and their influence on the behaviour of

firms. In this way the scholars want to identify a solutions

scheme able to recover efficiency and effectiveness of

public actions to support development.

The next speaker Elisabete Vieira (University of

Aveiro, Portugal) presented her report on corporate governance mechanism in the context of Portugal. This

study analyses the board of directors’ specificities in the

context of Portuguese corporate governance. The results

show that the Latin Model (Two-Tier Model) is the most

(least) adopted by Portuguese firms. The percentage of

executive members is higher than that of non-executive

members. In the year of 2014, women held only 9.5% of

positions on board, which is very low. With this research,

the authors contribute to the state of art of corporate

governance in a country in which investigation is still

scarce.

Rosa Palladino from University of Naples

‚Parthenope‛ (Italy) followed with the presentation of the

work co-authored by Prof. Luigi Lepore, Prof. Assunta

Di Vaio, and Prof. Marco Sorrentino (University of

Naples ‚Parthenope‛, Italy). The purpose of this work is

to present the results of a systematic review of the literature on the subject, proposing a possible innovative

interpretation of the relationship mentioned above that takes into account additional interaction variables

linked to the institutional structures of the countries in

which the investigated companies operate.

Prof. Mireille Chidiac El Hajj from Lebanese

University (Lebanon) delivered the report titled

‚Collaborative governance against corruption‛. The

purpose of this paper is to study the benefits of the

Blockchain, if properly applied in the near future in

Lebanon. It offers an understanding of the roots of

corruption in Lebanon and a holistic approach of how to

fight it. A particular focus of the research is on arriving at

a better understanding of the potential of the Blockchain

technology to vastly improve the quality of life in

Lebanon.

The second session continued with the presentation

performed by Dr. Daniele Stanzione from Roma Tre

University (Italy). The scientist talked about benefit corporations and reformed class action in Italy. The

research refers to the introduction of benefit corporations in 2015 and to the reform of the class action tool in

2019. The paper presented is a background for the further investigation.

Prof. Eduardo Esposito (University of Rome – La Sapienza, Italy) and Francesco Mirone (University of

Naples ‚Parthenope‛, Italy) explored the influence of generational shift on sustainability practices. The study

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Prof. Elisabete Vieira

Prof. Mireille Chidiac El Hajj

Dr. Daniele Stanzione presenting his report

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focuses on a preliminary analysis based on text-analysis of

‚I Centenari’s‛ websites. The scholars analyse the historical

section of these 25 long-lived family businesses’ websites as

a metric for the family business behaviour toward the three

pillars of sustainability (economic, social and

environmental) through the text-analysis program LIWC.

Floriana Iannone and Prof. Alessandra De Chiara from

University of Naples ‚L'Orientale‛ (Italy) investigated the

relation between corporate social responsibility (CSR) and

innovation in the Italian fashion system. The objectives of

the paper is to study the sustainable innovation in the

Italian fashion industry, through the analysis of the degree

of the social and environmental standards in the fashion

system. The research intends to explore this relation in

order to contribute to the debate on this topic.

The concluding talk was delivered by Prof. Francesca Magli and Prof. Alberto Nobolo from University of

Milano-Bicocca, Italy. In their study the authors analyse

dualistic and monistic systems and theirs application in

Italian quoted companies, especially in the banking sector.

They illustrate an important case in depth, namely the

governance system at UBI Banca.

The third parallel section titled ‚Corporate governance

mechanisms‛ was chaired by Prof. Luigi Lepore,

University of Naples ‚Parthenope‛, Italy. The first

presentation in the session was delivered by Prof. Tracy Xu

from University of Denver (the U.S.). Together with her

colleagues, Prof. Hugh Grove and Prof. Mac Clouse

(University of Denver, the U.S.) she studied artificial

intelligence and gentrification and their implication for

boards of directors and corporate governance. The major

research issue in this paper is to develop strategies for

companies and boards of directors to seize opportunities from emerging technological advances.

Dr. Gabriella D’Amore, Prof. Luigi Lepore, Prof.

Sabrina Pisano, University of Naples ‚Parthenope‛ (Italy)

and Prof. Carmela Di Guida, University of Campobasso

(Italy) presented their paper ‚Board independence and

voluntary financial disclosure: The moderating role of

ownership structure‛. This paper aims at investigating the

relationship between board independence and quality of

voluntary financial disclosure and how previous

relationship is moderated by the level of ownership

concentration. The analysis has been conducted on a

sample of Italian non-financial listed companies and the

results show that there is a significant positive relationship

between board independence and the quality of voluntary

financial disclosure. The findings reveal that ownership

concentration plays a relevant moderating role in that

relationship, highlighting the necessity to consider the

interaction effects of different governance mechanisms when studying corporate governance effectiveness.

The next report was delivered by Prof. Luigi Lepore, Dr. Gabriella D’Amore and Prof. Matteo Pozzoli.

The aim of the paper is to study the interaction effect corruption play in the relation between ownership

structure and firm performance. This paper analyses whether and how the Corruption Perception Index

affects the relationship between corporate performance and ownership structure in 2,035 firms operating in

eight European countries during 2010-2017 period. The research offers interesting insight for corporate

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Prof. Francesca Magli

Prof. Tracy Xu presenting the report

Dr. Gabriella D’Amore

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governance scholars since it evidences the necessity to

consider context variables that strongly impact internal

governance mechanisms functioning.

Prof. Hugh Grove and Prof. Mac Clouse (University

of Denver, the U.S.) presented two papers. The first

presentation was devoted to activist investors and

implications for corporate governance. The key research of

this paper is to explore the implications for both financial

and corporate governance performances from the

emergence of activist investors. This paper uses a case

study of one specific activist investor’s role, Barington

Capital Group, in analysing the public company, L

Brands. The scientists concluded that this activist

investor’s approach and recommendations in this case

study could be used as operational guidelines by boards

of directors and corporate executives for improving both their financial and corporate governance

performances. Another presentation ‚Contemporary

financial reporting and intangible resources: Implications

for corporate governance‛ delivered by Prof. Mac Clouse

concluded the first part of the session. The research

analysed issues of asset value migration to intangibles,

five major future business value drivers, forward-looking

measures for intangible resources, market gaps for ‚old

economy‛ versus ‚new economy‛ companies, hidden

intangible values made visible, international views on

contemporary financial reporting, and conclusions.

The second part of the session led by Prof. Mac

Clouse was proceeded by Prof. Simone Terzani from

University of Perugia (Italy) who explored environmental,

social, and governance disclosure and the role of

religiosity at a cross-country level. The study extends the

stream of previous research by investigating the relationship between religiosity and ESG disclosure at the

cross-country level, more preciously, by arguing that the

salience of the religious social norms in the local

community affects corporate behaviours, thus the extent

of the ESG disclosure.

Vladimiro Marini, University of Rome ‚Tor

Vergata‛ (Italy) investigated the effect of different types of

sponsors’ previous experience on the target’s performance

(ROA) and whether this relation changes in syndicated

versus stand-alone deals.

The representative from Xiamen University (China),

So-Yeon Lim studied multi-family cofounders and firm

value. The paper shows that higher valuation of family

firms occurs only for family firms founded by several non-

related people (multi-family cofounding firms). The paper

shows that only multi-family cofounding firms have a

higher valuation than non-family firms. In this research, however, the scholars interpret this phenomenon

from the perspective of corporate governance.

The last speaker of the third session was Francesco Drigo (Assicurazioni Generali Group, Italy) presenting

the paper titled ‚The link between say-on-pay vote and share performance‛. The paper examines the relation

between corporate voting on say-on-pay and variation of stock market pricing. Preliminary findings suggest a

further extend of the analysis, e.g., to companies who succeeded by a narrow vote and to companies which

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Prof. Mac Clouse delivering the report

So-Yeon Lim

Prof. Simone Terzani

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would have failed the say-on-pay vote unless helped by the

voting power of their main/controlling shareholder.

The fourth parallel session was titled ‚General

corporate governance framework‛ and chaired by Prof.

Eduardo Esposito. The session started with the presentation

‚Do corporate governance ratings change investor

expectations? Evidence from announcements by

institutional shareholder services‛ delivered by Prof. Paul

Guest and Marco Nerino from University of Cambridge

(the U.K.). This paper examines effect of commercial

corporate governance ratings on share returns. The authors

show that the influence and impact of ISS extends beyond

proxy recommendations and subsequent voting outcomes.

The next presenter was Prof. Francesco Greco from

Niccolò Cusano University of Rome (Italy) who reported on

communication in corporate governance behavioural and

distortion. The scholar studied a cognitive approach to the

management of the company.

Francesco Di Tommaso, University of Rome – La

Sapienza (Italy), followed with his presentation titled

‚Corporate governance: How fiscal and industry revolution

in Italy can change the labour market?‛ The intent of the

paper is to understand which new scenarios and future

figures could emerge with the Corporate Governance

Industry Revolution 4.0, but also which professional figures

could disappear, decrease in number or transform; also

prefigure what changes could occur in the way of work

performance, of new and old professions, in relation to the

inevitable changes in production processes that will be

introduced by this new industrial revolution.

The scientist from Ministry of Education, University

and Research (Italy), Assia Liberatore analyses school

governance. Main purpose of the research work is to draw

out the role of state schools in effective governance. The

author reviewed the various reforms of school governance

in order to assess the strengths and weaknesses of each

reform and based upon the empirical results analysed how

school governance reflects social culture, students’ well-

being and educational outcomes. In the conclusion of the

study policy suggestions to Italian Ministry of Education

are provided.

Prof. Vincenzo Sanguigni, University of Naples

‚Parthenope‛ (Italy) delivered his presentation ‚SPACS as

an instrument of beneficial change in corporate governance,

aimed at company growth: The first Italian insurtech-based

insurance company‛. The research focuses on the peculiar

aspects of the SPAC as an instrument of beneficial change in

corporate governance, aimed at company growth.

The presentation delivered by Niketa Mehmeti from

Catholic University of the Sacred Heart (Italy) opened the

second session part led by Prof. Sabrina Pisano, University

of Naples ‚Parthenope‛ (Italy). The study investigates the

effect of ESG Scores on cost of equity; firm’s profitability for

a sample of firms operating in the Oil & Gas sector. In term

of future research, the scholars would like to expand this

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Prof. Vincenzo Sanguigni

Marco Nerino

Francesco Di Tommaso presenting his report

Francesco Drigo presenting his report

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analysis in other sectors in order to check whether the

degree of materiality of ESG scores changes among

different industries and different value chains.

Prof. Giuseppe Calabrese (University of Foggia,

Italy) followed with his report titled ‚Corporate

governance in family firms: Towards a model based on

degree of institutionalization (DI), structuring change (SC)

and destructuring change (DC)‛. The research aims at

proposing a different point of on the corporate governance

dynamics in family business and a different path to

understand the change processes into this organisations

adopting a Situationist View of the Organizations (SVO)

that is focused on the continuous work of two processes:

action and institutionalization, that build, break and

rebuild social reality.

Alfredo Celentano, Prof. Federico Alvino, and Prof.

Sabrina Pisano, University of Naples ‚Parthenope‛ (Italy)

studied the relationship between corporate governance

and voluntary disclosure on key financial performance

indicators. The aim of the paper is to empirically analyse

how different corporate governance mechanisms impact on

the level of voluntary disclosure on key financial

performance indicators (KFPIs) released by firms.

The lively interest was raised by the report of Prof.

Antonio Renzi and Prof. Salvatore Esposito De Falco

from University of Rome – La Sapienza (Italy), where the

scholars talked about enterprise risk management,

corporate governance and systemic risk. The research idea

is to enlarge traditional studies about interrelations

between corporate governance and ERM. The paper aims

to find new research areas by combining micro and macro

issues tied to corporate governance, ERM and systemic

risk.

The second part of the fourth parallel session ended

with the presentation ‚Can the viable systems approach

represent a lens to interpret barriers and enablers to the

integration of sustainability? Evidence from an empirical

experience‛ delivered by Prof. Massimo Battaglia

(University of Rome – La Sapienza, Italy). This study aims

to propose the contribution of adopting a systems

perspective to researching sustainability in terms of

inclusivity and holistic view, by means of the experience of

action research carried out in a big Italian retailing

cooperative. In this paper, viable systems approach

emerges as a theoretical framework useful to provide new

insights on the decisional processes of the companies, in

particular those focused on complex issues such as that of

sustainability.

At the end of the first day of the conference the

participants had a possibility to continue discussing the

topics of the conference and establish new contacts at the

gala dinner.

The second day of the conference was no less fruitful

than the previous one and was divided into two parallel

sessions.

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Prof. Antonio Renzi

Prof. Giuseppe Calabrese

Alfredo Celentano delivering the presentation

Dr. Christos Kallandranis

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The first parallel session ‚General corporate governance

framework‛ was chaired by Prof. Antonio Renzi. The

session started with the presentation of Dr. Christos

Kallandranis from Regent’s University London (the U.K.).

The scientists studied executive authorities in Euroland

during the financial crisis comparing European commission

and national governments. The purpose of this study is to

shed light on this debate for a homogeneous number of

democratic in the EU and to provide evidence that tight

economic conditions serve as a hastening mechanism of

distrust in institutions.

The next presenter Elisa Raoli from Catholic University

of the Sacred Heart (Italy) investigated females on corporate

boards and firm acquisitiveness. The aim of this study is to

focus on the impact of female presence on corporate board

and the M&A activities, questioning if the presence of

female on corporate boards has a role in the M&A

occurrence or not. Furthermore, it investigates on the M&A

occurrence in case the company present a female CEO, and

differentiates between family and nonfamily firms. Elisa

made several very interesting conclusions which provided a

strong link between the gender issue and family firm

acquisitions. The role of females has been fixed properly that

was supported by the conference participants during the

process of discussion.

Prof. Nicola Cucari, Giorgia Tapino (University of

Rome – La Sapienza, Italy) and Francesco Drigo

(Assicurazioni Generali Group, Italy) delivered the report

titled ‚How to improve the pension fund engagement: A

research proposal for Italian pension funds‛. The aim of the

study is to understand what key issues that prevent PFs

from being active owners and what possible solutions PFs

could adopt in order to play an active role in the corporate

governance of investee companies. Starting from pension

funds’ difficulties, this paper develops a research proposal

for describing and analysing the behaviour taken by pension

funds and aims to present possible best practice.

Vjollca Istrefi presenting University of Strasbourg,

France, explored corporate governance in Islamic financial

institutions. The study takes a theoretical approach, and

reviews the existing literature on traditional and Islamic

corporate governance, analysing the set of rules and

processes, which form the governance mechanism of a firm,

in each of these models. It analyses the causes of failure of

the non-Islamic economy, and the connection with the recent

financial crisis. It was quite solid focus of attention toward

the concepts of corporate governance. The conference

participants provided very interesting comments how to put

this conceptual issues on the ground of further empirical

research.

The final presentation ‚A right to set-off ousted in all

credit agreements regulated by the National Credit Act‛ was

delivered by Dr. Hlako Choma from University of Venda

(South Africa). The paper critically analyses the decision in

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Elisa Raoli

Giorgia Tapino presenting the report

Vjollca Istrefi

Dr. Hlako Choma

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12

National Credit Regulator vs. Standard Bank of South

Africa Limited in view of the application and

interpretation of the principle emanating from audi alteram

partem rule. Dr. Choma provided a very clear insight in the

issues of recent practices in South Africa. It was delivered

both from the point of view of legal and economic

perspectives. Participants of the conference concluded that

this case study is well-grounded and can be used for

further referencing in the field of research by researchers

worldwide.

The second parallel section ‚Corporate governance

and technology issues‛ was led by Prof. Roberto Moro

Visconti, Catholic University of the Sacred Heart (Italy).

Domenico di Prisco from University of Rome –

La Sapienza (Italy) talked about the technological

revolution’s impact on corporate governance relationships.

This paper aims to analyse the possible implications of the

adoption of these technologies within the corporate

governance relations, supporting how they can constitute

effective and necessary support to the current

organisational systems and, at the same time, how they are

not yet able to replace them completely.

Prof. Roberto Moro Visconti presented his paper

titled ‚Network corporate governance: Information and

risk-return sharing of connected stakeholders‛. According

to the professor the connection between traditional

corporate governance issues and network theory

properties is however still under-investigated, hence, the

importance of an innovative reinterpretation that brings to

‚network governance‛. The research question of this study

is concerned with the possibility to represent the

interactions among stakeholders – a core corporate

governance concern – through network patterns and

properties.

Giulia Cartei (Prometeia s.p.a., Italy) proceeded with

her study on the impacts of MiFID II product governance

requirements on financial intermediaries and a Blockchain

solution to face POG requirements. The goal of this paper

is to underline the main impacts of MiFID II Product

Governance requirements on corporate governance of

financial institutions and the necessary efforts to make

intermediaries compliant to the new regulatory

framework. At the same time, the research wants to

provide an insight into future research on a fintech

solution, to let intermediaries face POG requirements.

The next presentation titled ‚From information

transfer to knowledge sharing in corporate governance:

The challenging role of Blockchain technology‛ in this

session was delivered by Pietro Vito (University of

Rome – La Sapienza, Italy). The paper proposes conceptual

reflections about the ways in which corporate governance

could overcome traditional issues related to information

asymmetry and agency problems and shift from an

information transfer-based view to a knowledge-sharing

approach thanks to the contribution provided by the

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Domenico di Prisco presenting his report

Prof. Roberto Moro Visconti

Giulia Cartei delivering her report

Pietro Vito

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13

information technologies. The Blockchain technology is

used as an example for building a conceptual model able

to explain the potential advantages of the proposed change

in perspective for corporate governance.

Antonio La Sala from University of Salerno (Italy)

followed with his report where the scholars examined the

role of technology for building resilience thinking in

corporate governance. Viable Systems Approach (VSA),

with its conceptualization of information variety,

highlights the importance of requalification of knowledge

endowment owned by an organisation, in order to adapt

and absorb the variability of its internal and external

environment. The paper underlines, through the

methodological lens of the VSA, the need to foster the

information variety endowment of an organisation,

through the contribution of new information units or the use of different interpretative schemes, with the aim

of lending a resilient thinking. The application of ICT tools, also in the area of corporate governance, could

amplify the information variety of subjects involved,

becoming effective support to the decision-making

processes.

The report ‚The Italian way towards environmental,

social and governance (ESG) disclosure: Insights from a

sample of listed companies‛ delivered by Silvia Cosimato

from University of Naples ‚Federico II‛ (Italy) concluded

the second parallel session. This study is aimed at

providing some insights about the Italian listed companies

approach to Environmental, Social and Governance (ESG)

disclosure. The study pointed out some specific

characteristics of the Italian companies’ approach to ESG

disclosure, which still suffer from voluntary and, therefore,

somewhat a variety of practices. In this sense, policy and

science should better support companies through specific

laws and regulations as well as through learning/

enhancing projects towards more effective ESG reporting and communication. The analysis offers interesting

insights for public institutions, academy and companies on the way to further exploit and supporting ESG

disclosure.

The parallel sessions were followed by the plenary

where the floor was given to the keynote speaker of the

second day of the conference, Marina Brogi (Professor of

International Banking & Capital Markets, University of

Rome—La Sapienza, Italy). Professor’s research focuses on

corporate governance in banks. The quality of corporate

governance is one of the requirements for the stability of

the banking system. Therefore, bank corporate governance

has some important peculiarities linked to the specificities

of banks. Based upon the observations the attention to

corporate governance and to bank corporate governance

has been recently increased and the debate in this regard

will remain lively in the incoming years. According to the

Prof. Brogi corporate governance is a broad and important

topic: broad, as the field of investigation, extends beyond

the research relating to the Board of Directors; important, as academics can make a contribution to the debate

engaging principle setters, policymakers and practitioners.

International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

Antonio La Sala

Silvia Cosimato

Keynote speaker: Prof. Marina Brogi

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International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

14

After the plenary session was over the Roundtable was arranged (in Italian language) with companies and

investors sponsored by Morrow Sodali.

According to the comments of the participants who attended the conference it was well organized and

provided a nice venue to exchange research ideas and establish new contacts.

Organisational committee of the conference would like to express their gratitude to all participants and

supporters who joined our international network to make their deposit by the high quality presentations and

interesting discussions.

Organisers and sponsors of the conference were:

Virtus Interpress would like to present the conference proceedings

titled “New challenges in corporate governance: Theory and practice”.

A total of 110 co-authors (representing 15 countries such as the USA,

Australia, the UK, Italy, France, Sweden, Portugal, China, Lebanon,

Mexico, etc.) contributed to the conference proceedings. Corporate

governance as an issue to research has been considered by authors from the

most relevant and up-to-date aspects. The conference papers cover such

topics as general corporate governance, board of directors, artificial

intelligence, auditing, firm’s profitability, data analytics, financial reporting,

corporate social and environmental responsibility, earnings management,

Islamic corporate governance model, cash flow management, etc.

All conference papers are available at https://virtusinterpress.org/-New-

challenges-in-corporate-governance-Theory-and-practice-Conference-.html

The next Virtus conference is scheduled to be held in Lisbon, Portugal (May

7, 2020). More details could be found at https://www.virtusgccg.org/-

international-conference-in-lisbon-may-7-2020-.html

Sapienza University of Rome currently offers over 270 degree programmes (Bachelor’s and Master’s) – among which over 30 are taught in English —over 200 vocational master courses and almost 80 PhDs.. The University is organized into 11 faculties, one School for Advanced Studie, one post-degree School for Aerospacial Engineering, 59 departments, as well as numerous research and service centres. Core mission is to contribute to the development of a knowledge society through research, excellence, quality education and international cooperation. http://www.uniroma1.it/en

The University of Naples ―Parthenope‖ was established in 1919. The current number of students ranges from about 1,000 in 1985 to about 16,000. Among the University’s core aims, it is worth mentioning the promotion, development, direct application, enhancement and use of knowledge to contribute to the social, cultural and economic development of society. http://en.uniparthenope.it/

The publishing house ―Virtus Interpress‖ offers the expertise and global perspectives in corporate governance. ―Virtus Interpress‖ publishes seven journals in corporate governance, regulation and law, book series, acts as co-organizer of international conferences and seminars. http://www.virtusinterpress.org

Virtus Global Center for Corporate Governance was established by Virtus Interpress in 2014. It is aimed to unite thousands of experts who have expertise in general corporate governance. Therefore to unite the network around the idea to conduct research in general corporate governance, not just in corporate governance and regulation in banks and financial institutions the new center was established. http://www.virtusgccg.org

Morrow Sodali provides corporate boards and executives with strategic advice and services relating to a broad range of activities, including: mergers and acquisitions, annual and special meetings, shareholder activist initiatives, multinational cross-border equity transactions and debt restructuring services. In addition to listed and private companies, its clients include mutual funds, ETFs, stock exchanges and membership associations. https://www.morrowsodali.com

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International Conference “NEW CHALLENGES IN CORPORATE GOVERNANCE: THEORY AND PRACTICE”

October 3-4, 2019, Naples, Italy

15

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PUBLISHING HOUSE “VIRTUS INTERPRESS”

Gagarina 9, office 311-312, Sumy, Ukraine

[email protected]

Vesuvius view from the conference venue Villa Doria d’Angri

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